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of the declaration should be treated as the
commencement of the winding up. The
provisional liquidator should be protected by
statute in relation to all acts properly done
by him and should be entitled, out of the
company's funds, to adequate remuneration
and to reimbursement of all expenses properly
incurred;
(s) if the proposals outlined in (r) above are
adopted, provision for voluntary winding up
by extraordinary resolution (as opposed to
special resolution) will, in our view, no
longer be necessary as the power of providing
immediate interim protection by the appointment
of the provisional liquidator will more than
offset any disadvantage there might otherwise
be in the additional week's notice required
for a special resolution. Accordingly no
exception need be provided to our general
recommendation, made elsewhere in this Report,
that extraordinary resolutions should be
abolished.
However section 133(3) which,
inter alia, permits a meeting to consider
a special resolution to be called by shorter
notice than twenty-one days should be amended
to preclude, in any circumstances other than
a members' voluntary winding up, the calling
of a meeting to consider a special resolution
139